Ulysses
by YulianaHenderson
Summary: "Phil Coulson was incredibly infuriating. He never listened, always did the selfless thing, disobeyed orders. Well. Melinda May knew she was in no position to order him around. Even if she did, she knew he wouldn't listen. Especially not to her." Philinda, takes place between 5x21 and 5x22 and is me imagining how it could have been, too. Also, Mama May and Daisy and a sunset.


**A/N: I basically died from the Season Finale and was only just revived, really. It's mainly Angsty but like a lot of my fics, it has some comfort in there, too. May will not get a happy ending, Coulson is dying and she has chosen to watch him die, but it just makes her so brave, I guess.**

 **Anyway, this fic doesn't take place after the Season Finale, but before, after 5x21. I wrote it back then anyway, and it was mainly sparked by May's longing looks when he was unconscious in that episode, and the team's realization that they could either save Coulson, or save the rest of the world. And while I had fully expected the show to do what it did in 5x22, I still just wonder what could have happened if they hadn't saved Coulson. (Also, May destroying that vial in 5x22 was like totally not okay but I didn't know she would be so selfish when I started this story.)**

 **Disclaimer: Nothing is mine.**

* * *

 _ **'Ulysses'**_

Phil Coulson was incredibly infuriating. He never listened, always did the selfless thing, disobeyed orders.

Well. Melinda May knew she was in no position to order him around. Even if she did, she knew he wouldn't listen. Especially not to her. She wondered why that was.

He was selfless, though. That was the main thing she could think of when she thought of him. Selfless. He would sacrifice himself even if there was just a tiny chance that it might save someone he cared for. He would protect them with his life.

Case in point: when the bullets had come towards them, he seemed to have responded on instinct, his shield deploying and his free arm wrapping around her waist. The kiss had come automatically, it seemed, and just for a moment she could find herself lost in a dream of a future with him, kissing him like this every morning, these strong arms around her keeping her safe. The dream had almost lasted, even as they separated, his eyes full with love, and she honestly hadn't wanted to leave him, but his voice was filled with confidence. They would see each other soon, he seemed to tell her without using any words. He made her smile with his reference to her outburst a few days prior.

God, she was in love with him. Desperately, hopelessly in love.

But then, like it had so many times before in her stupid life, the weather had turned. And while he had seemed so happy when she had last seen him, now he was just a mess of tubes and an oxygen mask and so many scars on his arms where he was deteriorating.

Her heart hurt. Would the universe really be so cruel that it would give her Phil Coulson, and then take him from her all in the same day?

"He might be able to hear you," Jemma interrupted her thoughts. The young woman looked worried but sympathetic, as though she knew what May was going through. With Fitzsimmons' luck, she probably did.

May wasn't desperate like that. But something told her she would never hear him speak again. That their parting back on the spaceship would be the last time she had ever seen him alive. Because how he was now was barely living.

"It won't matter. He won't wake up to remember."

"Nothing is impossible."

"But this is. We won't save Coulson over the rest of the world."

"But-"

"No but." May had been the loudest in saving Coulson, but there was no way in hell that he would forgive her for choosing him over everybody else. He had fought for too long to protect the world, she wouldn't give that up now.

Jemma left eventually and May stood beside him, her hand gingerly covering his. His skin was rugged because of all the scars, but at least he was still alive right now. They had moved him onto a bed instead of a stretcher, but why they didn't know.

"I will miss you," she whispered, feeling like an idiot for doing this but knowing that if there was any way he could hear what she said, she would want him to hear. "You know I won't let you die, but I understand now that it's the only way."

She was silent for a long time, but her hand started brushing his, perhaps trying to let him know that she was there. Suddenly, his hand twitched ever so slightly. It didn't delude her - she knew he wouldn't come back. But it made her realize that he could in fact probably hear her, or feel her.

"I love you, Phil. I don't know how to live without you."

She spent all night by his side, hoping for some sign of life, and she got a couple, twitching of his hand, his eyelids fluttering. Then, when she was almost falling asleep, she felt a gentle hand against her cheek. She reared up, looking directly into his beautiful blue eyes, and the tears came without thinking about it, without being able to stop them.

"Thank god," she whispered. His hand brushed her tears from her cheeks. "After all these years that we've known each other... I was afraid I wouldn't even get to say goodbye."

He wasn't responding much to her words, and she shouldn't really be surprised, considering he had been unconscious and unresponsive for a while, but his eyes seemed to speak where his lips weren't moving. She saw a future in his eyes, a grim, dark, horrible future without him in it. Her future.

"I know that it's the right thing," she whispered, not bothering to raise any walls, put on a mask, hide how she was feeling. "But everything hurts with the thought that I'll lose you."

"I'm sorry," he whispered, his voice the quietest it could probably be. If she had sat any further away, she wouldn't have been able to hear him.

"No," she whispered. "There was nothing you could have done."

They were quiet for a while, his hand still brushing her cheek, and god she would do anything for this man, but it would never be enough. She would save him just barely only for him to be kidnapped, tortured, it wouldn't matter. It wouldn't change a thing.

"I don't know how to say goodbye," he whispered, and suddenly he sounded emotional, despite how quiet his voice was, it broke.

"Then let's not."

He started crying and then she started crying, and if this pain she felt would be the standard from this point on, she honestly wondered if life was worth it at all. The only reason she was still with SHIELD was him. The only reason she was still _alive_ was him. If her sole reason for existing fell away, what was the point?

"I love you, Melinda."

His voice sounded sympathetic, as though he only realized now what consequences his death would have for her.

She was hurting so much. She couldn't do this. Yet if she wasn't with him now, she would forever regret not having spent more time with him.

"I love you, Phil."

His other hand joined to caress her hair and face, and by this point he was basically turned onto his side, facing her.

She remembered something her mother had said when May's grandmother had passed away decades ago - it was to say your goodbyes when you could, be with them, because while a doctor might say the prognosis is around a month, it could still be tomorrow. And then you would live with regrets for the rest of your life.

So she stood, shrugged off her jacket and climbed into the bed, his arms wrapping around her on instinct, and she let out a sigh, perhaps because for a moment there was a semblance of normalcy in their lives.

"You know," he started, looking at her intently, his eyes sparkling however like they had when they had kissed before, "it was kind of on my bucket list to kiss you like that. But I often thought you might hit me if I did."

She smiled and rolled her eyes. Of course he wanted to throw humor into the mix. That was him. Perhaps that's what made him so interesting to her, that and his ruggish looks, his wits, his beautiful clear blue eyes. When he had ditched his tie altogether years ago, she had nearly thrown him against the nearest wall and ravish him right then and there. God. What was she thinking? He was dying. This was inappropriate.

"You know I wouldn't fight you for a kiss," she replied, a smile on her lips. His breath spread across her face and it felt pleasant, she felt safe and warm and cared for.

"I didn't know. But I found that out in a good way, yeah."

"Well, I would fight to get one, not to prevent one."

He chuckled and she was in a trance, in love, my god she would never be able to function without him.

"You don't have to fight me to get a kiss."

"No?"

He smiled and brushed a strand of hair out of her face. Staying true to his words, they leaned in at the same time to link their lips. She felt butterflies in her belly, like a god damn teenager, but it felt so good, he was so good, even if she knew he was using his last energy to show his devotion to her.

One of his arms pulled her impossibly close to him, until there was no air between them, and she sighed again in bliss. When they pulled away, she instantly wanted to kiss him again, and again, but he was looking at her, cupping her cheeks. A smile spread on his lips and she nearly swooned.

"Hmm."

"Hmm? That's all you can think about?" he teased, his smile ever so bright.

She got emotional again but he held her, tightly. She would miss him so much. Why was the universe so cruel?

"Melinda," he whispered, "I really regret not being able to be with you a little longer."

"I regret not allowing you to be closer to me over the years."

He ran a hand through her hair.

"I regret not just pushing through your defences."

She smiled faintly. She always pulled up walls around herself but she had realized recently that she had always left a side door open for him, which he had never found, of course. Now that her walls were down, however, he had a clear path to her heart and he hadn't hesitated.

"I regret that I let you marry another man. That I didn't put myself out there more when you guys were dating."

And now her heart was beating fast inside her chest at the mention of Andrew, but it was clear that Phil wouldn't let the sadness of her loss cloud their own goodbye.

Her heart picked up pace nonetheless.

This was a goodbye. Even though they weren't saying the words, they were proclaiming their love, clearing the air, and that was as close as a goodbye as they would get.

"Phil."

"Melinda."

"Please don't leave."

She pushed close when he was silent.

"Please don't save me over the rest of the world," he whispered quietly, and her heart started hurting so much she would probably have doubled over if she were standing. She had sacrificed everything for this agency, had sacrificed a normal life with kids, perhaps dance recitals, sports practices, family vacations. Instead she had lived inside the organization, had only worked, giving up her chances to be happy. To give up Phil Coulson like this… to sacrifice a life with him, even without kids, without all that, just the two of them… she couldn't stand it. "I know you want to save me. And I love you for it, I truly do, Melinda. But we both saw what future it brought on, what happened to Earth. I'm not worth that. I'm not worth more than humanity."

"You're worth everything to me."

"I know. And you are my world, too. But I don't want to live in that world we saw. Even if it means that we get to spend more time together. It was always supposed to be like this. That I would sacrifice myself for humanity. And I wish there was another way. I really do."

"Then why won't you fight for it?" she asked, her voice slightly desperate now.

"Because you deserve better. Not just a better partner, but a better world. You deserve to be safe."

"But my world is nothing without you, Phil. Why won't you understand that?"

"Because I can't change the outcome," he whispered. He pretended not to be impacted, but she could see his lower lip trembling. "I can't change the fact that it's me or the rest of the world. I won't allow you to choose me."

"Phil…"

"Please promise me you'll let me die."

She pulled back and looked at him, wondering if he was serious, wondering whether he had really said those words.

"You can't ask that of me!"

"Promise me, Melinda."

His fingertips traced her bare arms. She felt the tears spill before she could stop them. He was an asshole, but he was selfless. If anyone wanted a true superhero, he was it.

He had already asked something like this before, when he had been cutting shapes in the walls. He hadn't made her promise, but he had assumed that she would do it. She still wasn't sure if she would have done if it had come down to it.

"I'm sorry," he whispered.

"What would you do if I asked you to let me die?"

"I would die."

She sighed and closed her eyes. She felt his face coming closer, until his forehead rested against hers.

What choice did she have? None. They could be happy together, or she hoped, but she knew he would never forgive her for choosing that side. And the world would end. She couldn't have that on her shoulders, that everybody on this planet, every child, woman, man, would die because she made the selfish decision to choose the love of her life over them.

"If there's a chance to do both," she whispered, "I will still save you."

"Quite right so." She opened her eyes, looked at him, and there were tears in his, too, so she felt less ashamed to be crying, especially because she was in his arms. "I would love to be with you."

"Then I promise."

He kissed her then, and she practically melted in his arms, seeking out closer contact, but considering his injuries, his IV, they were restricted in their movements. Wasn't that the story of her life.

She fell asleep in his arms eventually, his warmth close, arms around her, kisses in her hair. Just before she slipped into unconsciousness, she heard him whisper in her ear.

"I love you. I'm sorry. I love you."

~...~

The entire team argued about the choice for days, fighting over who they should save, and most of them wanted to save Coulson, and quite right so. And May had stayed in a corner for a while, observing from a distance.

She was with Coulson often, who was getting worse and worse with every day that passed. He had slipped between being awake and smiling to unconscious and unresponsive, and today he hadn't woken up yet at all, hadn't even responded to her touches or words. When he was in a bad place, so was she.

"We can't let him die, that's just the thing! He has saved us so many times so we have to repay him," Daisy basically yelled. Some nodded, others turned around wisely without saying anything.

Daisy looked at May. The young girl had a hard time, May could tell. She had already lost her father, and now she would lose her father figure, too. Daisy would protect Coulson with her life, but it wasn't always possible to save everyone. There was sometimes a body count, an amount of acceptable losses. Coulson had been the first to protest that, what with his pacifist look on life, but he had reached the point too where he knew somebody had to die, no matter what.

"May, what do you think?"

She was not ready, but she had promised him. And she would never break a promise.

"We have to save the world."

Everybody turned around to her in shock. Most of them still wanted to save Coulson, knowing full well what kind of future that would bring. May wouldn't let that happen, if only for the sake of her family in this very room. They all had a full life ahead of them, still, some in love, others just finding themselves. She wanted them to be safe.

"What? But how could you let Coulson die?" Daisy blurted out in shock, walking towards her with her arms crossed. It felt like Daisy felt betrayed in a way, like she and May had made a promise to always protect Coulson and May had just broken that agreement.

"I love him," May said quietly. "But he doesn't want to live in a world where he lives and everyone else dies. He wants us to be safe. We have to honor that."

"But what about us?"

"There's no us, Daisy, not just us. We have to talk on behalf of the human race, and we have to make the tough decision."

"No, we don't. The decision is we save Coulson."

May grabbed Daisy's wrist and pulled her out of the room, onto the corridor. Daisy took that opportunity to start getting angry at May.

"I can't believe you would let him die."

"I can't believe you would let the whole world perish for him."

"I can't believe you won't."

"Daisy, stop it."

"No, May! You said you love him, but it doesn't feel like it!"

"I made a promise to him. He won't let us save him. And trust me, I would love to save him, fight until my dying breath to make sure he's okay. But I won't make him happy if I save him over everybody else. And I understand it now. He wants us to be safe, Daisy. He wants you to be happy."

"How can I be happy without him?"

"I know."

Daisy sighed in frustration, arms crossed and she turned around, and May thought of Coulson, of the impact he had had on everybody's lives, but especially her and Daisy. When he was gone, they would both lose the single most important person in their life. Everybody else had somebody, a loved one, a parent, a good friend, a sibling. But May and Daisy were, by all intents and purposes, alone.

May stepped close and wrapped both her arms tightly around Daisy, and the girl startled and her tears were drawn out automatically, and they cried together, mourning Coulson even before he was well and truly gone.

"May, I don't want a world without him."

"Me neither. But I'm… willing to make this sacrifice. And I wish it was different… and I want to have a life with him… but… I can't live with the idea that I killed billions of people just so he can live. It would kill me even more than watching him die."

The words settled in and while Daisy's arms were tight around him at first, when she realized what May was saying, she loosened her hold.

"There really is only one option, isn't there?"

May nodded. "I hate this as much as you do."

Daisy pulled back so they could look at each other.

"This is what love is?"

May nodded and brushed Daisy's hair out of her face, such an intimate gesture, but these days nothing was very odd anymore. "I'm sorry, Daisy."

May made a vow to Daisy, without using any words, to protect her against anything they would be faced with in the future, and to be to Daisy what Coulson had been - a parent.

~...~

They had saved the world. Talbot was defeated and the splitting of the earth had been avoided. And Coulson had gotten so bad the team was already discussing what to do without him, planning his funeral.

It made May sick. He was not gone yet.

She sat down beside him like she so often did, while the team worked to defend the earth, pick up the pieces, she was too tired to even blink. She would much rather spend her time with him, even if he wasn't responding.

She kissed the top of his hand in greeting and held onto it, looking at his face, pale, almost grey, and even though it scared May, she could really only call this the face of death.

His heart rate monitor spiked a little and she smiled, that sound being the only indication that he was alive and that he knew she was there.

"Hey," she whispered, still feeling a little awkward talking to him like this, but he could hear her, she knew.

"You would be so proud of the team if you could see them now. And… maybe of me, too. I knew Daisy would be the deciding factor so once I got her on board, everybody else just followed. She is a true leader, you were right. Though she still has a lot to learn."

She leaned back in her chair. Jemma gave Coulson less than a week, and so it surprised May that nobody was here with him to say their goodbyes. Then again, she had been the one saying that they should go save the world and they were doing just that. They had been in here, however, so they weren't completely distanced. Just a little bit.

"I know now that you deserve peace. I can't imagine what TAHITI must have done to you. I… I'm sorry for not telling you, by the way. Now, you deserve rest."

She settled her head on the bed next to his hand eventually, too tired for anything. She woke up later with a stiff neck but an equally heavy heart. It felt like she was just waiting for him to die, and that felt incredibly contradictory, after a lifetime of saving his ass, allowing him to dodge the bullet, this was the inevitable one.

"I'm staying with you, Phil. I promise."

He awoke a little later, and something told May this would be the last time. He looked disoriented, his breath unsteady and his hand shaking a little. When he got his bearings, he looked at her, his eyes full with fear. She didn't hesitate - she climbed into the bed and held onto him, like he had done before, calming her down, and she hoped it could do the same for him.

"I'm here," she whispered. "I love you."

"It worked?"

She nodded. At least his sacrifice was not for nothing. It had truly meant something, it meant that humanity would live to see another day.

"I love you," he whispered. "I'm gonna miss you."

She couldn't even say the words. It hurt too much.

"Can you forgive me?" he asked. His voice was starting to fade, and she panicked, she didn't want him to leave, didn't want to accept a life without him.

"Don't do this, Phil."

"Please forgive me."

"I forgive you."

She didn't know what he needed forgiveness for. He had never intentionally hurt anyone, ever, but she guessed it was just him apologizing again for not fighting.

He seemed to be too tired to cry, but his eyes were broken, like he knew something she didn't, but that something quickly caught up with her. He was dying. Not just next week, not just tomorrow, but right now.

No. He couldn't die. She wasn't ready for this. So she just wrapped her arms around him tightly and put her forehead against his.

"Please take care of Daisy. She'll need you."

"Don't leave," she whispered. "Please."

"I love you."

"Phil. Please stay with me."

He kissed her, and his arm tried to wrap as tightly around her as she was holding him, but most of his energy was gone. Instead, his hand brushed through her hair and she broke. No. Please. Let the world fall apart, let everyone die, what had the world ever done for her except hurt her? She wanted him to live beside her, screw earth. She wished she could take back her promise.

"I love you," she breathed when they pulled apart to get air. He smiled faintly and she closed her eyes, too painful, she wasn't strong enough for this.

"I love you," he whispered, "and I wish you endless happiness in the world, that you might be able to forgive yourself, find someone to love you like you loved me…"

"I can't. I'll never love anyone as I love you."

He closed his eyes and nodded. "I know. That's what pains me the most. I love you."

"I love you, too."

She held on tight, as though it would prevent him from being able to die, and his hand stroked her hair, her cheeks, her arms, until she closed her eyes in exhaustion, the exact opposite of what she had meant to do.

~...~

Phil Coulson had never really been afraid of dying, for the simple reason that he had never had anything to lose, so he would love to make the sacrifice if it meant others would get to live longer.

But these days, he had everything to lose. The team he was so proud of, every single member. The daughter he had always dreamed of having. And the love of his life. He had only just found the courage to kiss her, after decades of being a coward, and now he would be torn away from her just like that. She deserved so much better.

She had made his last few days so incredibly good, though. He had never pegged Melinda May to be a cuddler, but then again, they had reached a point where everything was alright, because he was dying. And he tried to kiss and hug her as much as he could, because he wanted her to have at least some good memories of him, not just the coward he always had been or the idiot who kept hurting her without thinking about it, pushing her away, disobeying her wishes. It was useless. A couple of days of kissing wouldn't make up for a lifetime of stupid decisions.

He knew that she could tell that he was at his end. Everything hurt, even breathing was a difficult task, but he kept up appearances for her, not wanting her to be more upset than she already was.

So, yeah. He was afraid of dying, which was a development he couldn't really use right now. The first time around had been easy. But this time, this final time, he had Melinda May by his side, and it was so damn hard to let go of life. Whenever he thought of stopping, she smiled at him, and his heart started beating faster and he had fought again, if only for a while.

But this was it. He couldn't stall this anymore. When she fell asleep in his arms, a content smile on her face and her arms tightly around him, he let out a sigh and leaned his head back, closing his eyes.

Oh god. His head started swimming but his heart rate lowered, and he almost panicked, but then he saw her face in full color drifting in his memories, smiling at him, her stubborn hair flying around her as the wind whipped around her face. He had often heard you would see your life flash before your eyes when you died - well, they were right. She was his life, his everything, the reason he kept trying to be the best version of himself every single day, because she might be watching and he always tried to impress her. She was so good, so sweet, so tough, he was in love with her and everything she did.

But the world was safe, and Daisy and Melinda would live to see another day, and he hoped they could be happy like they deserved.

Please be kind to them, he thought, and he slipped into a peaceful slumber, even though he knew exactly what this was.

This wasn't too bad. This was kind of nice.

He hadn't felt a peace like this… ever.

~...~

When she awoke from her sleep, she had to blink her tiredness away for a few seconds, her vision blurry, and she looked at Phil for a moment. He was asleep, and she brushed the sides of his face tenderly. When she looked around the room, she saw Jemma and Daisy standing in the doorway, both crying, and May frowned, but then she realized the room was deadly quiet, the heart rate monitor that had kept track of him off, and she looked back at Phil, who looked so peaceful and happy, that for a moment she had forgotten about his state, had just assumed he was asleep, because it was better than the alternative.

She put her head against his chest and by that time, she was hardly surprised to hear just silence instead of his pleasant heartbeat against her ear.

The life seeped out of her with every heartbeat of her own, until she just sighed against him and closed her eyes again.

And thus her life without Phil Coulson had started. Right now, she could barely find the will to keep breathing.

So she stayed in his arms. It was the only thing she knew to do.

~...~

May had spent the first night crying. She hadn't done so since her early childhood when her favorite uncle had passed away, but right in that moment, she honestly didn't care what anyone would think of her. She was in pain. She was alone. The only way she knew to let go of that tension was to cry.

They all left her alone for a while, but Daisy didn't. She pretended that it was to make sure May didn't do anything stupid, but May knew Daisy didn't want to be alone herself.

They held a funeral for him, in the wake of everything that happened, making it feel like they were in a bubble for a while, just the team and their grief for their leader. Daisy was their new leader, but she had a difficult time, even though she didn't say the words and carried on. Mack took over for a while, knowing May wouldn't be able to carry the weight, either.

Everybody left the graveyard after a while but May and Daisy remained standing, looking at the tombstone.

"I hate it," Daisy mumbled.

"What?"

"The tombstone. It's so boring. Too boring for Coulson."

May looked at Daisy, and she knew the young woman was pushing her emotions aside. May had invented that move, but for this massive grief, it would crush Daisy if she didn't give it air.

"Are you okay?"

"I'm fine," Daisy quipped, pushing her hands into her pockets, rocking back and forth on her feet. She was not okay, Daisy was less capable of hiding her emotions, but nobody blamed her at all.

Daisy stepped closer to May and then surprised her when she reached for her hand. May offered it gladly, clutching it tight, the first real contact she had had since he had died, and she nearly broke down then and there.

"You know he asked me to take care of you," Daisy said after a while. "It's ridiculous, we both know that, but… it made me realize how much he cares… cared... about us… like, he loved you so much he wanted someone to look after you, even though that's not really necessary… and he loved me enough to trust me with you."

May smiled faintly, still looking at the tombstone.

"He made me promise to look out for you, too. Such a matchmaker."

Daisy looked at her and May heard her chuckle, even if it was small, it sounded so good.

"May?" Daisy whispered after a while. May gave a nod letting her know that she was listening. "I miss him."

"Me too."

May let go of Daisy's hand and instead wrapped an arm around her waist.

"You can let go, Daisy. I know most people expect us to be tough, but with me, you can feel how you want to feel."

"I have nothing to let go of."

May gave her the side-eye and Daisy sighed with a small smile on her face.

"He died, Daisy. I know how much he meant to you. To me, too. That first night without him, I bawled my eyes out. But it's important to let your feelings out. You'll explode."

Daisy nodded, and they stood like that for a while, arms reaching out to hug, support, pull close. They returned to the base eventually, but didn't join the rest of the team. They went into his bedroom and sat on his couch together, talking about the good old days, how infuriating he could be but how his heart was pure gold. He truly cared about the people he loved, and so they were lucky to have known his love.

Daisy put her head on May's shoulder and they were silent, but then Daisy started crying and May's heart broke, and as she wrapped her arms around her, she started crying too.

If only Phil could see the impact he had had on the people around him. Perhaps he would have fought for his life a bit longer.

~...~

People carried on with living, as though nothing had happened, as though Phil hadn't died. May understood - it would have been the best option, to just let go and move on and find someone again, but she found it so hard to let go of his memory, and anyway she knew that she wouldn't find anyone like him ever again.

Daisy was slowly falling apart, May could tell, and it hurt as much as her own grief did, the idea of this strong young woman crumbling under the mindless pain of losing Phil Coulson. She wished she could do more than hug her and listen to her, but she couldn't magically take all the pain away. If only.

Daisy walked past with only a duffel bag in hand, and May panicked, hearing Phil's voice in the back of her head.

" _Please take care of Daisy. She'll need you."_

She couldn't let Daisy leave. She would fall apart completely.

"Daisy?"

"Oh, hey."

"What are you doing?"

"Oh, I'm leaving."

"No you're not."

Daisy started to walk away with an exasperated expression on her face.

"You can't tell me what to do. You're not my Mom."

"No, I know that."

Daisy walked away again but this time, May grabbed her wrist and turned her around.

"You're running away from your pain, Daisy."

"And what would you be able to do for me, May? You're not a psychiatrist. You'll only screw me up more." She shook loose of May's hold and rushed away, looking back over her shoulder only once. "Sorry."

No. Oh my god. May had lost Phil Coulson, she couldn't lose Daisy Johnson, too. She would pretend to be fine forever, but on the inside she would be dead. If Daisy left, May would well and truly die.

And she had promised to take care of Daisy. She had broken her promise. She had let down Phil.

"Daisy, please."

She was gone. And May couldn't breathe, her heart beating out of her chest, lightheaded, and she gasped and only barely managed to make it to her bedroom before collapsing to the floor.

What was happening to her? This wasn't Melinda May. Melinda May fought her feelings down, never let it get to her much. But right now, everything came to her at once, all the feelings she had repressed all these years, especially her losses - Andrew, Phil, and now Daisy.

She curled up into a ball and closed her eyes.

I need you, Phil. I can't live like this. I failed you, I failed Daisy.

It took her about half an hour to realize that, no, Daisy could still leave if she wanted to, she was a grown woman, but it didn't mean that May couldn't come with her. She could at least try.

She ran off base to find Daisy and should have been surprised to find her sitting on a bench outside, in the pleasant sunshine, sad and confused and frustrated.

"Are you okay?" May asked, her own tears practically still drying on her cheeks, and Daisy looked up, sighing.

"No. Are _you_ okay?"

"No."

May sat down beside her and she joined Daisy's view - the base wasn't a home, but all of their friends were here, so it was _their_ home. May could still feel Phil's presence in most of the rooms, could hear his voice teasing them and delegating like a pro.

"I was waiting for you. Where were you?"

"Having a breakdown."

May looked at Daisy and the young woman cringed. "Sorry. Shouldn't have left like that."

"I get it. I can't expect you to stay here."

"I'm leaving," Daisy stated, "but I'm coming back. I promise. SHIELD is everything to me now. Well, that and… you."

Daisy reached for May's hand and they sat like that, hands entwined, for a while, until Daisy got a little restless and moved to get up.

"Now, you can stay, or you can come with me. I don't know where I'm going, but it's gotta be someplace good."

May smiled and nodded. "Are you sure you want me to come with you? I can give you some time off if you want."

Daisy shook her head. "Not necessary. C'mon. Let's go."

May thought of just leaving like that, not packing anything, leaving everything behind, at least for a while, but when they started to walk away from the base, she hesitated and stopped.

"Wait one second."

Rushing to her room, she grabbed just one bag and threw in two things; one of his shirts, which still smelled like him, and she was barely ashamed to admit it had basically been her pillow cover ever since he had died; and his copy of Ulysses, which he had always intended to read but had never had the time for. He had left it to her with a little note between the cover and the first page, that could almost be categorized as a love note, asking her to read it if he never got the chance to.

 _I'll read it for you, Phil. Even if it's the most boring book I'll ever read._

* * *

 **A/N: So let me know what you thought in a REVIEW, please, and thanks so much for reading.**

 **On a totally unrelated note: I've been writing two 'massive' fics since the Season Finale, basically - one story of almost 20k words about them on Tahiti making the best of it; the other a 50k+ piece which is basically an AU but it could have been canon, focusing on May as a mother (a lot more happens in the story but don't want to spoil too much). I'm gonna be publishing them anyway even if nobody says they're interested, but just thought I would give you a headsup.**


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